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                           OLYMPIC FINANCIAL LTD.

                       1992 DIRECTOR STOCK OPTION PLAN
                                (As Amended)


     1.   PURPOSE OF THE PLAN.  The purpose of this 1992 Director Stock 
Option Plan, initially adopted by the Board on January 7, 1992, is to attract 
and retain the best available individuals to serve as Directors of the 
Company, to provide additional incentive to the Outside Directors of the 
Company to serve as Directors, and to encourage their continued service on 
the Board.

          The Company intends that the options granted hereunder shall not 
constitute incentive stock options within the meaning of Section 422 of the 
Internal Revenue Code of 1986.  The Plan is intended to comply with the 
requirements of Rule 16b-3 under the Exchange Act.

     2.   DEFINITIONS.  As used herein, the following definitions shall apply:

          (a)  "BOARD" shall mean the Board of Directors of the Company.

          (b)  "COMMON STOCK" shall mean the Common Stock, $.01 par value per
     share, of the Company.

          (c)  "COMPANY" shall mean Olympic Financial Ltd., a Minnesota
     corporation.

          (d)  "COMMITTEE" shall mean a committee of the Board appointed by the
     Board to administer the Plan.

          (e)  "CONTINUOUS SERVICE AS A DIRECTOR" shall mean the absence of any
     interruption or termination of service as a Director.  Continuous Service
     as a Director shall not be considered interrupted in the case of sick
     leave, military leave, or any other leave of absence approved by the Board
     or Committee.

          (f)  "DIRECTOR" shall mean a member of the Board.

          (g)  "EMPLOYEE" shall mean any person, including officers and
     Directors, employed by the Company or any Parent or Subsidiary of the
     Company.  The payment of fees to a Director shall not be sufficient in and
     of itself to constitute "employment" by the Company.

          (h)  "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
     amended.


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          (i)  "OPTION" shall mean a stock option granted pursuant to the Plan.

          (j)  "OPTIONED STOCK" shall mean the Common Stock subject to an
     Option.

          (k)  "OPTIONEE" shall mean an Outside Director who receives an option.

          (l)  "OUTSIDE DIRECTOR" shall mean a Director who is not an Employee.

          (m)  "PARENT" shall mean a "parent corporation," whether now or
     hereafter existing, as defined in Section 424(e) of the Internal Revenue
     Code of 1986, as amended.

          (n)  "PLAN" shall mean this 1992 Director Stock Option Plan.

          (o)  "SHARE" shall mean a share of Common Stock, as adjusted in
     accordance with Section 12 of the Plan.

          (p)  "SUBSIDIARY" shall mean a "subsidiary corporation," whether now
     or hereafter existing, as defined in Section 424(f) of the Internal Revenue
     Code of 1986, as amended.

     3.   STOCK SUBJECT TO THE PLAN.  Subject to the provisions of Section 12 
of the Plan, the maximum aggregate number of shares which may be optioned and 
sold under the Plan is 840,000 shares of Common Stock.  The shares may be 
authorized, but unissued, or reacquired Common Stock.

          If an Option expires or becomes unexercisable for any reason 
without having been exercised in full, the unexercised Shares which were 
subject thereto shall, unless the Plan has been terminated, become available 
for future grant under the Plan. If Shares which were acquired upon exercise 
of an Option are subsequently repurchased by the Company, such Shares shall 
not become available for future grant under the Plan.

     4.   AUTOMATIC GRANT OF OPTIONS.  All grants of Options hereunder shall 
be automatic and non-discretionary and shall be made strictly in accordance 
with the following provisions:

          (a)  No person shall have any discretion to select which Outside
     Directors shall be granted Options or to determine the number of Shares to
     be covered by Options granted to Outside Directors.

          (b)  Each Outside Director, including persons who are Outside
     Directors on the date of adoption of the Plan, shall be automatically
     granted an option to purchase 15,000 Shares (the "First Option") upon the
     later to occur of (i) the effective date of the Plan, as determined in
     accordance with Section 8


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     hereof, or (ii) the date on which such person first becomes an Outside 
     Director, whether through election by the shareholders of the Company or 
     appointment by the Board to fill a vacancy; provided, however, solely for 
     the calendar year 1996 such automatic grant shall be reduced to an option 
     to purchase 5,000 shares.

          (c)  After the First Option has been granted to an Outside Director,
     such Outside Director shall thereafter be automatically granted an Option
     to purchase 15,000 shares on the first and each successive anniversary of
     the grant of the First Option (except that for the calendar year 1996 such
     Outside Director shall be automatically granted an Option to purchase 5,000
     shares); provided, however, that in no event shall an Outside Director be
     granted options to purchase in the aggregate more than 120,000 shares
     pursuant to the Plan.

          (d)  Each Outside Director who is an Outside Director on January 2,
     1997, shall be automatically granted on such date an option to purchase
     10,000 shares.

          (e)  Notwithstanding the provisions of Sections 4(b), (c) and (d)
     hereof, in the event that a grant would cause the number of Shares subject
     to outstanding Options by Outside Directors plus Shares previously
     purchased upon exercise of Options by Outside Directors to exceed 840,000
     Shares, then each such automatic grant shall be for that number of Shares
     determined by dividing the total number of shares remaining available for
     grant by the number of Outside Directors on the automatic grant date.  Any
     further grants shall then be deferred until such time, if any, as
     additional Shares become available for grant under the Plan through action
     of the shareholders to increase the number of Shares which may be issued
     under the Plan or through cancellation or expiration of Options previously
     granted hereunder.

     5.   OPTION TERMS AND CONDITIONS.  The terms and conditions of an Option 
granted hereunder shall be as follows:

          (a)  subject to Sections 12 and 13 hereof., the term of each Option
     granted prior to January 1, 1996 shall be five (5) years and the term of
     each Option granted after such date shall be ten (10) years.

          (b)  the First Option shall become exercisable in full beginning on
     the later of (i) the first anniversary of the grant of the Option or (ii)
     six (6) months after the date on which the Plan is first approved by the
     shareholders of the Company in accordance with Rule 16b-3 under the
     Exchange Act and each subsequent Option shall become exercisable in full
     beginning on the first anniversary of the grant of such Option, provided in
     each case that the Outside Director shall have maintained Continuous
     Service as an Outside Director throughout such 12-month period.


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          (c)  the Option shall be exercisable only while the Outside Director
     serves as an Outside Director of the Company, and (i) as to Options granted
     hereunder prior to January 1, 1996 for a period of six (6) months after
     ceasing to be an Outside Director pursuant to Section 10(b) hereof, and
     (ii) as to Options granted after such date, for a period of two (2) years
     after ceasing to be an Outside Director pursuant to Section 10(b) hereof.

          (d)  the exercise price per Share shall be 100% of the fair market
     value per Share on the date of grant of the Option, as determined in
     accordance with Section 9(a) hereof.

          (e)  the effectiveness of any Options granted hereunder is conditioned
     upon shareholder approval of the Plan in accordance with Rule 16b-3 under
     the Exchange Act.

     6.   ADMINISTRATION OF AND GRANTS OF OPTIONS UNDER THE PLAN.

          (a)  ADMINISTRATION.  Except as otherwise required herein, the Plan
     shall be administered by the Board or a Committee.

          (b)  POWERS OF THE BOARD OR COMMITTEE.  Subject to the provisions and
     restrictions of the Plan, the Board or Committee shall have the authority,
     in its discretion: (i) to determine, upon review of relevant information
     and in accordance with Section 9(a) hereof, the fair market value of the
     Common Stock; (ii) to interpret the Plan; (iii) to prescribe, amend and
     rescind rules and regulations relating to the Plan; (iv) to authorize any
     person to execute on behalf of the Company any instrument required to
     effectuate the grant of an Option hereunder; (v) to accelerate the exercise
     date of any Option granted hereunder; and (vi) to make all other
     determinations deemed necessary or advisable for the administration of the
     Plan.

          (c)  EFFECT OF BOARD'S DECISION.  All decisions, determinations and
     interpretations of the Board or Committee shall be final and binding on all
     Optionees and any other holders of any Options granted under the Plan.

          (d)  SUSPENSION OR TERMINATION OF OPTION.  If the Board or Committee
     reasonably believes that an Optionee has committed an act of misconduct, it
     may suspend the Optionee's right to exercise any Option pending a
     determination by the Board or Committee (excluding the Outside Director
     accused of such misconduct).  If the Board or Committee (excluding the
     Outside Director accused of such misconduct) determines that an Optionee
     has committed an act of embezzlement, fraud, dishonesty, nonpayment of an
     obligation owed to the Company, breach of fiduciary duty or deliberate
     disregard of the Company's rules resulting in loss, damage or injury to the
     Company, or if an Optionee makes an unauthorized disclosure of any Company
     trade secret or confidential information,


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     engages in any conduct constituting unfair competition with respect to the 
     Company, or induces any party to breach a contract with the Company, 
     neither the Optionee nor the Optionee's estate shall be entitled to 
     exercise any Option whatsoever.  In making such determination, the Board 
     or Committee (excluding the Outside Director accused of such misconduct) 
     shall act fairly and shall give the Optionee an opportunity to appear and 
     present evidence on the Optionee's behalf at a hearing before the Board or 
     Committee.

          (e)  DATE OF GRANT OF OPTIONS.  The date of grant of an Option shall,
     for all purposes, be the date determined in accordance with Section 4
     hereof, notwithstanding the fact that an Optionee may not have entered into
     an option agreement with the Company on such date.  Notice of the grant of
     an Option shall be given to the Optionee within a reasonable time after the
     date of such grant.

     7.   ELIGIBILITY.  Options may be granted only to Outside Directors.  
All options shall be automatically granted in accordance with the terms set 
forth in Section 4 hereof.  The Plan shall not confer upon any Optionee any 
right with respect to continuation of service as a Director or nomination to 
serve as a Director, nor shall it interfere in any way with any rights which 
a Director or the Company may have to terminate such Director's directorship 
at any time.

     8.   TERM OF PLAN.  The effective date of this Plan is January 7, 1992, 
the date upon which it was adopted by the Board.  The Plan shall continue in 
effect for a term of ten (10) years unless terminated sooner under Section 13 
hereof.

     9.   FAIR MARKET VALUE AND FORM OF CONSIDERATION.

          (a)  FAIR MARKET VALUE.  The fair market value per share shall be
     determined as follows:

               (i)   if the Common Stock is listed on a national securities 
          exchange or admitted to unlisted trading privileges on such exchange, 
          the fair market value on any given day shall be the closing sale 
          price for the Common Stock on such day, as reported in the Wall 
          Street Journal or other newspaper of general circulation;

               (ii)  if the Common Stock is not listed on a national securities
          exchange, the fair market value on any given day shall be the closing
          sale price for the Common Stock on the NASDAQ National Market System
          on such day, as reported in the Wall Street Journal or other newspaper
          of general circulation;

               (iii) if the Common Stock is not listed on a national securities
          exchange, is not admitted to unlisted trading privileges on any  such
          exchange, and is not eligible for inclusion on the NASDAQ National


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          Market System, the fair market value on any given day shall be the
          average of the closing representative bid and asked prices on such
          day, as reported on the NASDAQ System, and if not reported on such
          system, then as reported by the National Quotation Bureau, Inc. or
          such other publicly available compilation of the bid and asked prices
          of the Common Stock in any over-the-counter market on which the Common
          Stock is traded; or

               (iv)  if there exists no public trading market for the Common 
          Stock, the fair market value on any given day shall be an amount 
          determined by the Board or Committee in such manner as it may 
          reasonably determine in its discretion, provided that such amount 
          shall not be less than the book value per share as reasonably 
          determined by the Board or Committee as of the date of determination 
          nor less than the par value of the Stock.

          (b)  FORM OF CONSIDERATION.  The consideration to be paid for the
     Shares to be issued upon exercise of an Option shall consist entirely of
     cash or such other form of consideration as the Board or Committee may
     determine, in its sole discretion, to be appropriate for payment, including
     but not limited to other shares of Common Stock having a fair market value
     on the date of surrender equal to the aggregate exercise price of the
     Shares as to which the Option is exercised, or any combination of such
     methods of payment.

     10.  EXERCISE OF OPTION.

          (a)  PROCEDURE FOR EXERCISE; RIGHTS AS A SHAREHOLDER.  Any Option
     granted hereunder shall be exercisable at such times as are set forth in
     Section 5 hereof.  An Option may not be exercised for a fraction of a
     Share.

          An Option shall be deemed to be exercised when written notice of such
     exercise has been given to the Company in accordance with the terms of the
     Option by the person entitled to exercise the Option and full payment for
     the Shares with respect to which the Option is exercised has been received
     by the Company.  Full payment may consist of any consideration and method
     of payment allowable under Section 9(b) hereof.  Until the issuance (as
     evidenced by the appropriate entry on the books of the Company or of a duly
     authorized transfer agent of the Company) of the stock certificate
     evidencing such Shares, no right to vote or receive dividends or any other
     rights as a shareholder shall exist with respect to the Optioned Stock,
     notwithstanding the exercise of the Option.  A share certificate for the
     number of Shares so acquired shall be issued to the Optionee as soon as
     practicable after exercise of the Option. No adjustment will be made for a
     dividend or other right for which the record date is prior to the date the
     stock certificate is issued, except as provided in Section 12 hereof.


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          Exercise of an Option in any manner shall result in a decrease in the
     number of Shares which thereafter may be available, both for purposes of
     the Plan and for sale under the Option, by the number of Shares as to which
     the Option was exercised.

          (b)  TERMINATION OF STATUS AS A DIRECTOR.  If an Optionee ceases to
     serve as a Director, the Optionee may, but (i) as to Options granted
     hereunder prior to January 1, 1996, only within six (6) months after the
     date Optionee ceases to be an Outside Director and (ii) as to Options
     granted after such date, within two (2) years after the date the Optionee
     ceases to be an Outside Director of the Company, exercise his or her Option
     to the extent the Optionee was entitled to exercise it at the date of such
     termination.  To the extent that the Optionee was not entitled to exercise
     an Option at the date of such termination, or if the Optionee does not
     exercise such Option within the time specified herein, the Option shall
     terminate.

          (c)  DEATH OF OPTIONEE.  In the event of the death of an Optionee
     occurring:

               (i)   during the term of the Option, and provided that the
          Optionee was at the time of death a Director of the Company and had
          been in Continuous Service as a Director since the date of grant of
          the Option, the Option may be exercised, at any time within six (6)
          months following the date of death, by the Optionee's estate or by a
          person who acquired the right to exercise the Option by bequest or
          inheritance, but only to the extent of the right to exercise that
          would have accrued had the Optionee continued living and remained in
          Continuous Service a Director for six (6) months after the date of
          death.

               (ii)  within thirty (30) days after the termination of Continuous
          Service as a Director, the Option may be exercised, at any time within
          six (6) months following the date of death, by the Optionee's estate
          or by a person who acquired the right to exercise the Option by
          bequest or inheritance, but only to the extent of the right to
          exercise that had accrued at the date of termination of Continuous
          Service as a Director.

     11.  NON-TRANSFERABILITY OF OPTIONS.  The Option may not be sold, 
pledged, assigned, hypothecated, transferred, or disposed of in any manner 
other than by will or by the laws of descent or distribution and may be 
exercised, during the lifetime of the Optionee, only by the Optionee.

     12.  ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER.  The number 
of shares of Common Stock covered by each outstanding Option, and the number 
of shares of Common Stock which have been authorized for issuance under the 
Plan but as to which Options have not yet been granted or which have been 
returned to the Plan upon

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cancellation or expiration of an Option, as well as the price per share of 
Common Stock covered by each such outstanding Option, shall be 
proportionately adjusted for any increase or decrease in the number of issued 
and outstanding shares of Common Stock resulting from a stock split, reverse 
stock split, stock dividend, combination or reclassification of the Common 
Stock, or any other increase or decrease in the number of issued shares of 
Common Stock effected without receipt of consideration by the Company; 
provided, however, that conversion of any convertible securities of the 
Company shall not be deemed to have been "effected without receipt of 
consideration." Such adjustment shall be made by the Board, whose 
determination in that respect shall be final, binding and conclusive.  Except 
as expressly provided herein, no issuance by the Company of shares of stock 
of any class, or securities convertible into shares of stock of any class, or 
options or rights to purchase shares of stock of any class shall affect, and 
no adjustment by reason thereof shall be made with respect to, the number or 
price of shares of Common Stock subject to an Option.

          In the event of the proposed dissolution or liquidation of the 
Company, each Option will terminate immediately prior to the consummation of 
such proposed action, unless otherwise provided by the Board.  The Board may, 
in the exercise of its sole discretion in such instances, declare that any 
Option shall terminate as of a date fixed by the Board and give each Optionee 
the right to exercise his or her Option as to all or any part of the Optioned 
Stock, including Shares as to which the Option would not otherwise be 
exercisable.  In the event of a proposed sale of all or substantially all of 
the assets of the Company, or the merger of the Company with or into another 
corporation, the Option shall be assumed or an equivalent option shall be 
substituted by such successor corporation or a parent or subsidiary of such 
successor corporation, unless the Board determines, in the exercise of its 
sole discretion and in lieu of such assumption or substitution, that the 
Optionee shall have the right to exercise the Option as to all of the 
Optioned Stock, including Shares as to which the Option would not otherwise 
be exercisable. If the Board makes an Option fully exercisable in lieu of 
assumption or substitution in the event of a merger or sale of assets, the 
Board shall notify the Optionee that the Option shall be fully exercisable 
for a period of ten (10) days from the date of such notice, and the Option 
will terminate upon the expiration of such period.

     13.  AMENDMENT, TERMINATION AND APPROVAL OF THE PLAN.  The Board may at 
any time amend or terminate the Plan, except that the Board shall not amend 
the Plan more than once every six (6) months with respect to the provisions 
of the Plan relating to the amount, price, and timing of grants, other than 
to comply with changes in the Internal Revenue Code of 1986, the Employee 
Retirement Income Security Act of 1974, as amended, or the regulations 
thereunder.  No Option may be granted after the Plan is terminated.  The 
foregoing provisions of this Section notwithstanding, no amendment or 
termination shall, without the consent of the holder of an Option, alter or 
impair any rights or obligations under any Option theretofore granted under 
the Plan except as is permitted pursuant to Section 12 of the Plan.

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          If any amendment to the Plan requires approval by the shareholders 
of the Company for continued applicability of Rule 16b-3 under the Exchange 
Act, or for initial or continued listing of the Common Stock or other 
securities of the Company upon any stock exchange, then such amendment shall 
be approved by the holders of a majority of the Company's outstanding capital 
stock entitled to vote.

     14.  CONDITIONS UPON ISSUANCE OF SHARES.  Shares shall not be issued 
pursuant to the exercise of an Option unless the exercise of such Option and 
the issuance and delivery of such Shares pursuant thereto shall comply with 
all relevant provisions of law, including, without limitation, the Securities 
Act of 1933, as amended, the Exchange Act, the rules and regulations 
promulgated thereunder, state securities laws, and the requirements of the 
NASD or any stock exchange upon which the Shares may then be listed, and 
shall be further subject to the approval of counsel for the Company with 
respect to such compliance.

          As a condition to the exercise of an Option, the Company may 
require the person exercising such Option to represent and warrant at the 
time of any such exercise that the Shares are being purchased only for 
investment and without any present intention to sell or distribute such 
Shares, if, in the opinion of counsel for the Company, such a representation 
is required by any of the aforementioned relevant provisions of law.  Such 
Shares may also be issued with appropriate legends on stock certificates 
representing such Shares, and the Company may place stop transfer orders with 
respect to such Shares.

          Inability of the Company to obtain authority from any regulatory 
body having jurisdiction, which authority is deemed by the Company's counsel 
to be necessary to the lawful issuance and sale of any Shares hereunder, 
shall relieve the Company of any liability in respect of the failure to issue 
or sell such Shares as to which such requisite authority shall not have been 
obtained.

     15.  RESERVATION OF SHARES.  The Company, during the term of this Plan, 
will at all times reserve and keep available such number of Shares as shall 
be sufficient to satisfy the requirements of the Plan.

     16.  OPTION AGREEMENT.  Options shall be evidenced by written option 
agreements in substantially the form attached hereto or in such other form as 
the Board or Committee shall approve.

     17.  INFORMATION TO OPTIONEES.  The Company shall provide to each 
Optionee, during the period for which such Optionee has one or more Options 
outstanding, copies of all annual reports and other information which are 
provided to all shareholders of the Company.

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